2. DEFINITIONSAirdrop Program means the provision of virtual currency by Blockchain Access UK Ltd at no cost and on the terms set forth in Section 8.API means application programming interface, is not a Service and is governed by a separate agreement.Blockchain.com Exchange means the electronic trade execution system provided by Blockchain Access UK Ltd that is used for trading Virtual Currency on the terms set forth in Section 9.Blockchain.com Group means the Blockchain.com group of companies under the common control of Blockchain Access UK Ltd.Blockchain.com Site means the webpages and information available via blockchain.com and any Blockchain.com mobile application.Compliance Program means the requirements set by Blockchain.com for collecting, verifying, recording and reporting information about you, upon first accessing certain Services and on an ongoing basis, whether for our business risk-management purposes or to comply with legal requirements applicable to us.Fork means a change to the underlying protocol of a Virtual Currency network that results in more than one version of a Virtual Currency, the result of which may be one or more versions that are not supported by Blockchain.com.Lockbox means the electronic hardware key management device supported by the Wallet but provided by a third party as set forth in Section 7..Services means one or more of the following services offered or provided by Blockchain.com via website or local application (mobile, desktop, or otherwise), including the Wallet, Lockbox, Swap,, the Airdrop Program, Blockchain.com Site, and Blockchain.com Exchange.Swap means the noncustodial conversion service provided by Blockchain Access UK Ltd that allows you to exchange one virtual currency for another virtual currency or for fiat currency on the terms set forth in Section 6.Trading Wallet means the functionality within the Wallet that permits you to buy and hold Virtual Currency on a custodial basis with Blockchain.com until such time as you have activated the self-custodial functionality within the Wallet and/or transferred purchased Virtual Currency into the self-custodial functionality within the Wallet.User Account means an account kept by Blockchain Access UK Ltd for Blockchain.com Exchange, the Airdrop Program, and Swap. For the avoidance of doubt, no User Account is associated with a Wallet unless the Wallet is linked to one of the foregoing Services.Virtual Currency means a cryptocurrency, digital currency, digital asset, cryptoasset or other such similar term describing, for example, Bitcoin or Ether but does not include a derivative of a virtual currency, or a security, as defined under applicable law.Wallet means the wallet software published by Blockchain Luxembourg S.A., consisting of software that permits you to self-custody virtual currency, organise network addresses, view transaction history and transact in virtual currencies as set forth in Section 5.
3. COMPLIANCE WITH APPLICABLE LAWYour relationship with Blockchain.com and use of any of the Services may be subject to the laws, regulations, and rules of governmental or regulatory authorities in your or our jurisdiction (Applicable Law). By entering into this User Agreement, you agree to act in compliance with and be legally bound to any and all Applicable Law.
4. ACCESSING THE SERVICES4.1. Limited LicenseWe grant you a limited, nonexclusive, non-transferable licence to access and use the Services and the Blockchain.com Site solely in accordance with the terms of this Agreement.4.2 CredentialsYou must keep secret all credentials associated with the Services. You are solely responsible for managing and maintaining the security of any information relating to such credentials and agree that Blockchain.com shall not be held responsible (and you shall not hold us responsible) for any unauthorised access to the Services or any resulting harm you may suffer.4.3 ComplianceYour access to one or more Services may be contingent upon satisfaction of our onboarding processes as well as our Compliance Program, which may include verification of your identity and source of funds, and additional information we may request from time-to-time. The information we request may include, without limitation, personally identifiable information such as network address, name, email, address, telephone number, date of birth, taxpayer identification or social security number, official government-issued photo identification, and bank account information or other information we may reasonably deem helpful in satisfying our risk management or legal obligations. In providing this information to us you represent that it is accurate and agree to update your User Account information promptly, but in no event later than 14 days following any change in your information. Failure to provide information or update it promptly may result in Services or funds being unavailable to you.4.4 CommunicationsAny and all communications from Blockchain.com may be provided to you via electronic mail at the address you provided when accessing the Services. Blockchain.com shall not be responsible for any harm you may suffer as a result of your failure to receive any notice provided to you in connection with this User Agreement or your use of Services so long as such notice is provided to such email address. Blockchain.com may also communicate with you through other methods, including via telephone call, instant messaging or chat applications either operated by Blockchain.com or a third party.4.5 TerminationWe may close, terminate, enable or disable any or all of the Services, your User Account or your access to the Services at any time and for any reason. You may close your User Account at any time and for any reason. Depending on the Services available to you in your User Account, we may require you to take certain actions in order to complete a pending transaction or provide additional information prior to closing such User Account. You are solely responsible for any fees already incurred or associated with the closing of your User Account, whether incurred directly by you from Blockchain.com, or incurred by Blockchain.com on your behalf with a third party in order to complete any such action. Closing your User Account may not result in the deletion of information we hold about you or your activity.
5. THE WALLET5.1 Description.The Wallet is provided to you exclusively by Blockchain Luxembourg S.A. The Wallet is only capable of supporting certain Virtual Currencies. Under no circumstances should you attempt to store Virtual Currencies in your Wallet that the Wallet does not support.When you create a Wallet, the Wallet software generates a cryptographic private and public key pair that you may use to send and receive any supported Virtual Currency via the relevant Virtual Currency network. YOU MUST STORE, OUTSIDE OF THE SERVICES, A BACKUP OF ALL WALLET CREDENTIALS, INCLUDING YOUR PASSPHRASES, IDENTIFIERS, BACKUP PHRASES, PRIVATE KEYS AND NETWORK ADDRESSES. If you do not maintain a backup of your Wallet data outside of the Services, you will not be able to access Virtual Currency previously accessed using your Wallet in the event that we discontinue or no longer offer some or all of the Services or may otherwise lose access to Virtual Currency. We are not responsible for maintaining this data on your behalf.5.2 Trading WalletThe Wallet will generally be made available on a non-custodial basis enabling you to self-custody your Virtual Currency. Any Virtual Currency you purchase using fiat currency in the Wallet will be held in the Trading Wallet. All Virtual Currency held in your Trading Wallet will be custodial assets held by Blockchain.com for your benefit. Among other things, this means that:5.2.1 GeneralThe Wallet will generally be made available on a non-custodial basis enabling you to self-custody your Virtual Currency. Any Virtual Currency you purchase using fiat currency in the Wallet will be held in the Trading Wallet. All Virtual Currency held in your Trading Wallet will be custodial assets held by Blockchain.com for your benefit. Among other things, this means that:a. As the owner of Virtual Currency in your Trading Wallet, you shall bear all risk of loss of such Virtual Currency. Blockchain.com shall not have any liability for fluctuations in the fiat currency value of Virtual Currency held in your Trading Wallet.b. You control the Virtual Currency held in your Trading Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Virtual Currency by sending it to a different blockchain address controlled by you or a third party. In the event you wish to transfer Virtual Currency into the Wallet, you may be prompted to set up a backup phrase in order to do so.c. In order to more securely custody assets, Blockchain.com may use shared blockchain addresses, controlled by a member of the Blockchain.com Group, to hold Virtual Currencies held on behalf of customers and/or held on behalf of Blockchain.com. Although we maintain separate ledger accounting entries for customer and Blockchain.com accounts, no member of the Blockchain.com Group shall have any obligation to segregate by blockchain address Virtual Currencies owned by you from Virtual Currencies owned by other customers or by any member of the Blockchain.com Group.The Trading Wallet will be exclusively provided by Blockchain Access UK Ltd.5.2.2 Minimum Holding PeriodsWhen you place purchase orders in the Trading Wallet, we may impose minimum holding periods in respect of any Virtual Currency that you have purchased which may last up to a maximum of 7 days. These minimum holding periods are necessary to enable us to carry out effective fraud prevention measures and to ensure that the fiat currency leg of any given transaction has settled. After this minimum holding period elapses, you may trade your Virtual Currency in the ordinary way.5.2.3 CancellationYou may not cancel, reverse or change any transaction in the Trading Wallet. We may suspend, delay, redirect, reverse or cancel any transaction at any time and for any reason. For example, and without limitation, we may do so if we suspect any risk of fraud, crime, breach of this User Agreement, or illicit activity.5.2.4 Transaction LimitationWe may implement transaction limits in the Trading Wallet. These may vary based on a variety of factors, including, without limitation, the time of your transaction, your location, the Virtual Currency purchased, and the Virtual Currency sold. We implement, raise and lower transaction limits in the Trading Wallet in our sole discretion.5.3 Risk Disclosures Relating to the Wallet.5.3.1 In order to be completed, any Virtual Currency transaction created with the Wallet must be confirmed and recorded in the Virtual Currency ledger associated with the relevant Virtual Currency network. Such networks are decentralised, peer-to-peer networks supported by independent third parties, which are not owned, controlled or operated by Blockchain.com.5.3.2 Blockchain.com has no control over any Virtual Currency network and therefore cannot and does not ensure that any transaction details you submit via our Services will be confirmed on the relevant Virtual Currency network. The transaction details you submit via our Services may not be completed, or may be substantially delayed, by the Virtual Currency network used to process the transaction. We do not guarantee that the Wallet can transfer title or right in any Virtual Currency or make any warranties whatsoever with regard to title.5.3.3 Once transaction details have been submitted to a Virtual Currency network, we cannot assist you to cancel or otherwise modify your transaction or transaction details. Blockchain.com has no control over any Virtual Currency network and does not have the ability to facilitate any cancellation or modification requests.5.4 ForksIn the event of a Fork or other network disruption, Blockchain.com may not be able to support activity related to your Virtual Currency. In the event of a Fork, the transactions may not be completed, completed partially, incorrectly completed, or substantially delayed. Blockchain.com is not responsible for any loss incurred by you caused in whole or in part, directly or indirectly, by a Fork or other network disruption.5.5 No Password Retrieval5.5.1 With respect to the Wallet, Blockchain.com does not receive or store your Wallet password, nor any keys, network addresses or transaction history. We cannot assist you with Wallet password retrieval. You are solely responsible for remembering, storing and keeping secret your Wallet password. Any Virtual Currency you have associated with such Wallet may become inaccessible if you do not know or keep secret your Wallet password. Any third party with knowledge of one or more of your credentials (including, without limitation, a backup phrase, wallet identifier or password) can dispose of Virtual Currency in your Wallet.5.5.2 When you create a Wallet, you must: (a) create a strong password that you do not use for any other website or online service; (b) provide accurate and truthful information; (c) protect and keep secret all credentials for the Wallet; (d) protect access to your device and your Wallet; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your Wallet; and (f) use the backup functionality provided through the Wallet and safeguard your backup files. You agree to take responsibility for all activities that occur with your Wallet and accept all risks of any authorised or unauthorised access to your Wallet, to the maximum extent permitted by law.5.6 FeesBlockchain.com does not currently charge a fee for the Wallet receiving, sending or controlling Virtual Currency. However, we reserve the right to do so in the future, and in such case shall display to you any applicable fees prior to you incurring the fee. Network fees (including, without limitation “miner’s fees”) required to use a Virtual Currency network may apply to a transaction. We may attempt to calculate such a fee for you. Our calculation may not be sufficient, or it may be excessive. You may select a greater or lesser fee. You are solely responsible for selecting and paying any such fee and Blockchain.com shall neither advance nor fund such a fee on your behalf, nor be responsible for any excess or insufficient fee calculation.
6. SWAP6.1 DescriptionWe may provide Swap to you using the Wallet interface. Swap is provided to you exclusively by Blockchain Access UK Ltd. Through Swap, Blockchain.com shall display to you a conversion rate that may include a fee, which you agree to pay. Swap works in connection with the Wallet, by which we shall deliver to you the requested Virtual Currency, less any applicable fees, by executing a transaction from a Virtual Currency address we control to one associated with your Wallet.6.2 Due DiligenceWe may, at our sole discretion and from time-to-time, require you to satisfy our Compliance Program before participating in Swap or receiving funds. In order to use Swap, you agree to cooperate with any such request and pay any associated fees, which may be modified or supplemented at any time.6.3 No CancellationYou may not cancel, reverse or change any Swap transaction. We may suspend, delay, redirect, reverse or cancel any Swap transaction at any time and for any reason. For example, and without limitation, we may do so if we suspect any risk of fraud, crime, breach of this User Agreement, or illicit activity.6.4 Transaction LimitationWe may implement Swap transaction limits. These may vary based on a variety of factors, including, without limitation, the time of your transaction, your location, the Virtual Currency purchased, and the Virtual Currency sold. We implement, raise and lower Swap transaction limits in our sole discretion.
7. LOCKBOX7.1 DescriptionWe may advertise to you a Blockchain.com Lockbox hardware device to be used in connection with the Wallet or other Services. A Lockbox is manufactured, offered, sold and supported (if applicable) by third parties, not Blockchain.com. You have no relationship, contractual or otherwise, with Blockchain.com in connection with your purchase of a Lockbox from such third party. We do not act as a reseller. We may, from time-to-time, include features permitting you to use a Lockbox in connection with the Wallet. We do not guarantee support for, or access to, any Lockbox as part of the Services. We shall not be responsible for any damages caused in whole or in part, directly or indirectly, by a Lockbox or any use of a Lockbox, whether or not it was used in connection with the Services.7.2 No Password Retrieval.7.2.1 Blockchain.com does not receive or store passwords, keys, network addresses, transaction history, personal identification numbers (PINs) or other credentials associated with a Lockbox. We cannot assist you with Lockbox credential retrieval. You are solely responsible for remembering, storing and keeping secret any Lockbox credentials. Any Virtual Currency you have associated with a Lockbox may become inaccessible if you do not know or keep secret your credentials. Any third party with knowledge of one or more of your credentials (including, without limitation, a backup phrase or PIN) can dispose of Virtual Currency in your Lockbox.7.2.2 When you set up a Lockbox, you must: (a) create strong credentials (like PINs) that you do not use for any other service; (b) protect and keep secret all credentials; (c) protect access to your Lockbox; (d) promptly notify us if you discover or otherwise suspect any security breaches related to your Lockbox; and (e) use the backup functionality provided with the Lockbox, keeping all backup information secure and confidential. You agree to take responsibility for all activities that occur in connection with your Lockbox and accept all risks of any authorised or unauthorised access to your Lockbox, to the maximum extent permitted by law.7.3 Risk Disclosures Relating to the Lockbox.7.3.1 At no point will Blockchain.com ever take custody or control over any Virtual Currency stored using a Lockbox, nor will we have access to any credentials associated with your Lockbox or the ability to recover any Virtual Currency used in connection with a Lockbox.7.3.2 Information relating to Virtual Currency, like balances, availability or value, may not reflect the actual balance in real-time. You must independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility.7.4 Disclaimer of Warranties.7.4.1 Any Services offered in connection with the Lockbox are provided on an “AS IS” basis without any representation or warranty, whether express, implied or statutory. To the maximum extent permitted by applicable law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement.7.4.2 We make no warranty that any Lockbox will be free from viruses, malware, or other related harmful material and make no representation that your ability to access any Lockbox will be uninterrupted. Any defects or malfunction in the product should be directed to the third party offering the Lockbox and not Blockchain.com. We shall not be responsible or liable to you for any loss of any kind, from action taken, or taken in reliance on material, or information, contained on or through the Lockbox.
8. AIRDROP PROGRAM8.1 DescriptionWe may offer you the opportunity to receive Virtual Currency at no cost (Airdrop), subject to the terms described in this section. The Airdrop Program is provided to you exclusively by Blockchain Access UK Ltd. The Virtual Currency is delivered by us to you, but is manufactured, offered and supported by the network creator or developer, if any, and not by Blockchain.com.8.2 Terms of Airdrop Program.8.2.1 No Purchase NecessaryThere is no purchase necessary to receive Virtual Currency in an Airdrop. However, you must have a Wallet and a User Account. Although Blockchain.com does not charge a fee for participation in the Airdrop Program, we reserve the right to do so in the future and shall provide prior notice to you in such case.8.2.2 TimingEach Airdrop shall be subject to any terms displayed in the Services and marked with an asterisk (*) or other similar notation.8.2.3 Limited SupplyAn offer to receive Virtual Currency in an Airdrop is only available to you while supplies last. Once the amount of Virtual Currency offered by Blockchain.com in an Airdrop is exhausted, any party who has either been placed on a waitlist, or has completed certain additional steps, but not yet received notice of award of Virtual Currency in such Airdrop, shall no longer be eligible to receive Virtual Currency in that Airdrop. Blockchain.com reserves the right, in our sole discretion, to modify or suspend any Airdrop requirements at any time without notice, including the amount previously advertised as available.8.2.4 EligibilityYou may not be eligible to receive Virtual Currency from an Airdrop in your jurisdiction. In the event that you have multiple Wallets with Blockchain.com, you are only eligible to receive Virtual Currency from an Airdrop in one Wallet and for one User Account.8.2.5 Notice of AwardIn the event you are selected to receive Virtual Currency in an Airdrop, we shall provide you with written notice of the pending delivery of such Virtual Currency. Eligibility may be limited as to time. We are not liable to you for failure to receive any notice associated with the Airdrop Program due to change in your contact information that was not updated by you prior to such time as the notice was delivered by us to you.8.3 Risk Disclosures Relating to Airdrop Program.8.3.1 You are solely responsible for researching and understanding the Virtual Currency network subject to the Airdrop. You may not rely on any of our statements concerning the foregoing.
9. BLOCKCHAIN.COM EXCHANGE9.1 Description. We may offer you the ability to purchase and sell Virtual Currency for other Virtual Currency or fiat currency via Blockchain.com Exchange subject to the terms of this Agreement. Blockchain.com Exchange is provided to you exclusively by Blockchain Access UK Ltd. Use of Blockchain.com Exchange requires a User Account, which may require you to complete certain actions pursuant to our Compliance Program. Your use of Blockchain.com Exchange is subject to the terms of the Trading Principles as amended from time to time. In the event of any inconsistency between this Agreement and the Trading Principles, this Agreement shall apply with respect to matters relating to this Section.9.2 Availability of ServiceBlockchain.com Exchange may not be available in all markets and jurisdictions. We may restrict or prohibit use of Blockchain.com Exchange in certain jurisdictions (Restricted Locations), and change such restrictions or prohibitions at any time.9.3 General Obligations.9.3.1 Number of User AccountsWe may, in our sole discretion, limit the number of User Accounts that you may create or maintain. We may terminate or suspend any User Account that exceeds such limit, and liquidate, freeze or refund positions and funds associated with such User Account.9.3.2 Hardware and Software RequirementsWe may limit use of Blockchain.com Exchange to certain hardware devices and/or supported software. We do not guarantee that Blockchain.com Exchange will be accessible through all manufacturers of electronic devices or software developers. Access to Blockchain.com Exchange may also require certain hardware, software and security protocols, which could result in your inability to access Blockchain.com Exchange.9.3.3 User Account AccessIn the normal course of business, we will require login credentials to access your User Account. We may impose additional security measures to be used when you access Blockchain.com Exchange, including but not limited to two-factor authentication (2FA). This 2FA may include security passcodes sent via mobile text message or electronic mail or an application designed to provide 2FA by other means. If prompted to install any such 2FA application, you are solely responsible for ensuring the security of any password or login credentials. We may provide data through such 2FA application in order to authenticate your use of Blockchain.com Exchange. We cannot be held responsible for any damage caused by a 2FA device, software or method.9.3.4 Blockchain.com Exchange CommunicationsBlockchain.com may offer a “chat” or “messaging” feature in connection with Blockchain.com Exchange , use of which will allow you to communicate with other Blockchain.com Exchange Participants (as such term is defined in the Trading Principles). Use of any such feature is subject to both the terms of this Agreement and the Trading Principles. Blockchain.com may suspend or terminate your use of any such messaging feature, in our sole discretion, for any reason, with or without notice. All communications made on any such feature are subject to surveillance and retention by Blockchain.com and may be produced by us in response to a request for information from law enforcement, a governmental agency or regulatory authority. Any such feature is not a method of execution, and any communications relating to transactions are for discussion purposes only. All orders must be executed via Blockchain.com Exchange’s order process.9.3.5 User Account InformationYou will be able to view certain details of your account history as determined by Blockchain.com, up to a specific period of time as determined by Blockchain.com in our sole discretion. This account history may include information such as: (a) your fiat balance; (b) your Virtual Currency balance; (c) executed transaction details; (d) unexecuted transaction details; and (e) deposit and withdrawal information.9.4 Deposits and Withdrawals to Your User Account.9.4.1 Funding Your User AccountIn order to complete a Virtual Currency transaction, you will need sufficient funds in your User Account, either in the form of Virtual Currency or fiat currency, depending upon the order type you select. Blockchain.com may not support all funding methods at all times. You are solely responsible for your use of any external account, provider, or service used to transfer funds to your User Account. The timing associated with any deposit will vary and may depend in part upon the performance of third parties unrelated to Blockchain.com. We shall not be responsible for damages resulting from failed or delayed funding.18.104.22.168 Treatment of Fiat FundsWe shall hold fiat currency deposited by you on trust in a third bank account on your behalf or otherwise safeguarded in accordance with applicable regulations. Each such account is separate from Blockchain.com’s operating bank account(s).22.214.171.124 Treatment of Virtual CurrencyAny Virtual Currency held in your User Account on Blockchain.com Exchange will be custodial assets held by Blockchain.com for your benefit. Among other things, this means that:As the owner of Virtual Currency in such User Account, you shall bear all risk of loss of such Virtual Currency. Blockchain.com shall not have any liability for fluctuations in the fiat currency value of Virtual Currency held in such User Account.You control the Virtual Currency held in such User Account. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Virtual Currency by sending it to a different blockchain address controlled by you or a third party.In order to more securely custody assets, Blockchain.com may use shared blockchain addresses, controlled by a member of the Blockchain.com Group, to hold Virtual Currencies held on behalf of customers and/or held on behalf of Blockchain.com. Although we maintain separate ledger accounting entries for customer and Blockchain.com accounts, no member of the Blockchain.com Group shall have any obligation to segregate by blockchain address Virtual Currencies owned by you from Virtual Currencies owned by other customers or by any member of the Blockchain.com Group.We shall not loan, hypothecate, pledge, or otherwise encumber any Virtual Currency deposited by you for use on Blockchain.com Exchange.We may store any Virtual Currency you deposit for use on Blockchain.com Exchange in a “hot wallet”, “cold wallet” or other storage method in our sole discretion.9.4.2 Withdrawing Funds from Your User AccountIn the event that the balance of available funds in your User Account is greater than any minimum balance requirement needed to satisfy all open orders, you may request a withdrawal of Virtual Currency or fiat currency, as applicable. You are solely responsible for losses resulting in whole or in part from any external account, provider, or service. We cannot guarantee the timing of any withdrawal request. Requests may be delayed or canceled as part of our Compliance Program.9.4.3. Payment Service ProvidersWe may, at our discretion, use a third party payment service provider to process deposit and withdrawal requests in fiat currencies. Upon making a deposit or withdrawal request for fiat currency, you may be directed away from Blockchain.com Exchange or Blockchain.com Site to a third party website. In such case, you are solely responsible for any actions taken on such website and we shall not be liable for any loss resulting in whole or in part from such website or provider.9.4.4 Deposit and Withdrawal LimitsWe may, in our sole discretion, impose daily, weekly, monthly, or other periodic limits on deposits and withdrawals, which we may implement, eliminate, increase or decrease without advance notice.9.5 Blockchain.com Activity.9.5.1 Order TypesWe shall, from time-to-time, offer you different types of orders that may be placed on Blockchain.com Exchange. The Trading Principles contain more additional information on order types. We do not guarantee any order you place on Blockchain.com Exchange will be executed or executed at any particular time.9.5.2 Cancellation PolicyBlockchain.com Exchange is an active and live marketplace. By entering any order, you are bound to its terms and may not be able to cancel such order. You must review all of the details prior to entering an order on Blockchain.com Exchange, including the quantity and price of the Virtual Currency to be bought or sold, as well as the amount of funds, either Virtual Currency or fiat currency, that will be required in connection with your trade request. Please see the Trading Principles for additional information on Blockchain.com’s cancellation practices.9.5.3 Blockchain.com Own Account DealingAny member of the Blockchain.com Group may be actively participating on the Blockchain.com Exchange and placing its own orders. This means that the counterparty to an order you place on the Blockchain.com Exchange may be Blockchain.com acting in such a capacity.9.6 FeesYou must pay any fees associated with your use of Blockchain.com Exchange. Generally, Blockchain.com will debit fees for orders from the total cost of your order. Blockchain may charge other fees, or process fees in an alternative manner, but only with prior written notice to you. On the Blockchain Site, we shall post a fee schedule that we may amend at any time in our sole discretion, with prior written notice to you. In the event you are found to owe us any amount of fiat currency or Virtual Currency, we may offset such amount against any funds we hold for you, whether in Virtual Currency or fiat currency.
10. GENERAL RISK FACTORSYour use of the Services requires you to bear risks for which we cannot be held responsible. We list some, but not all of these risks below:Hardware, software or connections required to interact with a Virtual Currency network might fail, succumb to malware, unauthorised access or malicious attacks. Third parties may obtain unauthorised access to the Services, including, but not limited to your public and private keys. Blockchain.com shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.Forks, unknown vulnerabilities in or unanticipated changes to the network protocol may cause losses to you or others. Blockchain.com has no control over any cryptocurrency network and shall not be responsible for any harm occurring as a result of the inability to reverse a transaction, and any losses in connection therewith due to erroneous or fraudulent actions.The risk of loss of value in using Services involving Virtual Currencies may be substantial and losses may occur over a short period of time. In addition, price and liquidity are subject to significant fluctuations that may be unpredictable.Virtual Currencies are not legal tender and are not backed by any sovereign government. In addition, the legislative and regulatory landscape around Virtual Currencies is constantly changing and may affect your ability to use, transfer, or exchange Virtual Currencies.When placing a “market order” in a Virtual Currency, your order will be executed immediately at the current market price. Market orders do not carry a limit price and will trade with anything on the order book. During periods of high volume, fast market conditions, illiquidity, or volatility in the marketplace, the actual price that a market order is executed at may be different from the best price indicated at the time of your order, and in some cases significantly so.Under certain market conditions you may find it difficult to liquidate a position. In such circumstances, Blockchain.com Exchange may not have sufficient demand to meet your request to execute such a transaction. Placing contingent orders, such as a “stop” or “limit” order does not guarantee your potential loss will be limited to an intended amount, as market conditions may make it difficult to execute such orders. You may suffer losses due to orders executing at lower or higher values than anticipated or requested.Virtual Currency transactions may not be reversible. Once you send Virtual Currency to an address, you may lose access to your Virtual Currency temporarily or indefinitely. For example, an address may have been entered incorrectly, or an address may belong to an entity that will not return your Virtual Currency. Virtual Currency mistakenly sent to an address we control may not be recoverable.
11. GENERAL PROVISIONS11.1 Intellectual Property11.1.1 Unless otherwise indicated by us, all intellectual property rights and any content provided in connection with the Blockchain.com Site or the Services, are the property of Blockchain.com or our licensors or suppliers and are protected by applicable intellectual property laws. We do not give any implied licence for the use of the contents of the Blockchain.com Site or the Services.11.1.2 You accept and acknowledge that the material and content contained in or delivered by the Blockchain.com Site or the Services is made available for your personal, lawful, non-commercial use only and that you may only use such material and content for the purpose of using the Blockchain.com Site or the Services as set forth in this Agreement.11.1.3 You further acknowledge that any other use of content from the Blockchain.com Site or the Services is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights. You agree to retain all copyrighted and other proprietary notices contained in the material provided via the Blockchain.com Site or the Services on any copy you make of the material but failing to do so shall not prejudice Blockchain.com’s intellectual property rights therein.11.1.4 You may not sell or modify materials derived or created from the Blockchain.com Site or the Services or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of such materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from the Blockchain.com Site or the Services without our express, written permission.11.1.5 Any rights not expressly granted herein to use the materials contained on or through the Blockchain.com Site or the Services are reserved by Blockchain.com in full.11.2 Accuracy of Information.11.2.1 We endeavour to verify the accuracy of any information displayed, supplied, passing through or originating from the Services, but such information may not always be accurate or current. Accordingly, you should independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility.11.2.2 We make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the contents of the Services, information and functions made accessible through the Services, any hyperlinks to third party websites, or the security associated with the transmission of information through the Services, or any website linked to the Services.11.3 Third Party Services and Content11.3.1 In using the Services, you may view content or services provided by third parties, including links to web pages and services of such parties (“Third Party Content”). We do not control, endorse or adopt any Third Party Content and have no responsibility for Third Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party.11.3.2 We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.11.4 Cooperation with Law Enforcement. Blockchain.com may, from time-to-time, respond to requests from third parties, courts, law enforcement, regulators and policymakers by producing certain information about or relating to your use of the Services.11.5 Recordkeeping. Depending on the Services used by you, Blockchain.com reserves the right, in our sole discretion, to create and maintain certain records of your activity and communications relating to your User Account.
12. FEEDBACK AND COMPLAINTS12.1 Feedback12.1.1 Blockchain.com strives to improve its Services to address feedback. If you have ideas or suggestions regarding improvements or additions to the Services, we would like to hear them; however, any submission shall be subject to this User Agreement.12.1.2 Under no circumstances shall disclosure of any idea or feedback, or any related material to Blockchain.com be subject to any obligation of confidentiality or expectation of compensation.12.1.3 By submitting an idea or feedback or any related material that would be subject to intellectual property rights (the Work) to Blockchain.com, you grant to Blockchain.com, with respect to the Work submitted, a non-exclusive, perpetual, global, royalty-free licence to use all of the content of such ideas and feedback, for any purpose whatsoever.12.1.4 By submitting Work, you are waiving any moral rights to the fullest extent permitted under law that you may have in the Work and are representing and warranting to Blockchain.com that the Work originated with you, no one else has any rights in the Work, and that Blockchain.com is free of any royalty to implement the Work and to use the related material if so desired, as provided or modified by Blockchain.com, without obtaining permission or license from any third party.12.1.5 Blockchain.com may sub-license in any way all Work and material you have submitted to Blockchain.com.12.2 Technical Support. We shall use commercially-reasonable efforts to supply email-based technical support services, but cannot guarantee immediate responses, especially during times of high volume.
13. REPRESENTATIONS, WARRANTIES, INDEMNIFICATION AND LIMITATIONS OF LIABILITY13.1 No Violation of LawYou represent and warrant to us that you: (a) are not located in, under the control of, or a resident of any Restricted Location or any country to which the United States has embargoed goods and services; (b) are not identified as a “Specially Designated National” by the United States Treasury Department; and (c) shall not use the Services if you are prohibited by any applicable law, regulation, or rule from doing so.13.2 Acceptable Use of Blockchain.com ServicesWhen accessing or using the Services, you agree that you are solely responsible for your conduct while accessing and using our Services. Without limiting the generality of the foregoing, you agree that you shall not:
- use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- use the Services to pay for, support or otherwise engage in any illegal activities, including, but not limited to illegal gambling, fraud, money laundering, or terrorist activities;
- use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
- use or attempt to use another person’s User Account, or credentials without authorisation;
- attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorised to access;
- introduce to the Services any virus, Trojan, worms, logic bombs or other harmful material;
- develop any third-party applications that interact with our Services without our prior written consent;
- provide false, inaccurate, or misleading information; or
- encourage or induce any other person to engage in any of the activities prohibited under this Section.
14. MISCELLANEOUS14.1 Force MajeureIf by reason in whole or in part of any Force Majeure Event, either you or Blockchain.com is delayed or prevented from complying with this User Agreement, then such delay or non-compliance shall not be deemed to be a breach of this User Agreement and no loss or damage shall be claimed by you or Blockchain.com by reason thereof. “Force Majeure Event” means any event beyond the party’s reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, failure in bank performance, or equipment or software malfunction including network splits or “forks” or unexpected changes in a computer network upon which the Services rely.14.2 TaxesIt is your responsibility to determine what, if any, taxes apply due to your use of Blockchain.com Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. Blockchain.com is not responsible for determining whether taxes apply to your Virtual Currency transactions or for collecting, reporting, withholding or remitting any taxes arising from any virtual currency transactions.14.3 Severability, ReformationIn the event that any provision of this User Agreement is unenforceable under applicable law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this User Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this User Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.14.4 AssignmentThis User Agreement shall be binding on your successors, heirs, personal representatives, and assigns. You may not assign or transfer any of your rights or obligations under this User Agreement without prior written consent of Blockchain.com, which may be withheld in Blockchain.com’s sole discretion. We may assign rights or delegate duties under this User Agreement in our sole discretion.14.5 Relationship of the PartiesNothing in this User Agreement is intended to, nor shall create any partnership, joint venture, agency, consultancy or trusteeship. You and Blockchain.com are independent contractors for purposes of this User Agreement.14.6 Entire AgreementThis User Agreement constitutes the entire agreement among the Parties with respect to the subject matter described herein and shall supersede all prior agreements and understandings, written or oral, among the Parties. Subsequent discussions or negotiations between you and Blockchain.com or Blockchain.com personnel shall only amend or become part of this User Agreement by way of a written amendment specifically referencing the last updated date and name of this User Agreement.14.7 Contact InformationFor any purpose other than technical support requests, you may contact us by registered post or courier:Blockchain Access UK Ltd
9 rue du Laboratoire
L-1911 LuxembourgFor technical support requests only, you may submit a request via our Support tool at: https://support.blockchain.com .
9 rue du Laboratoire
L-1911 LuxembourgFor technical support requests only, you may submit a request via our Support tool at: https://support.blockchain.com .
15. DISPUTE RESOLUTION FOR UNITED STATES USERS15.1 DisputesIf you live in the United States (or, if you are a business, have your principal place of business in the United States), any dispute arising between you and us under this User Agreement or our relationship (whether arising out of contract, tort, statute or any other manner) shall be settled in binding arbitration, in accordance with the Federal Arbitration Act under the American Arbitration Association’s rules; provided, however, nothing in this Agreement will waive, preclude or otherwise limit your right to (i) bring an individual action in a U.S. small claims court or (ii) file a representative action solely to obtain a public injunction.15.2 ArbitrationThe arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish of your billing address, or another mutually agreeable location, in the English language. The arbitrator shall apply the law of the state of New York, without regard to its conflict of laws principles. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorised by law, and the arbitration decision may be enforced in any court. You agree that the arbitrator shall have the authority to order relief, and you agree to abide by all decisions and awards rendered in such a proceeding, which shall be final and conclusive. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to reasonable costs and attorneys' fees.15.3 If the arbitrator(s) or administrator imposes filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. If a court decides that any provision of this section concerning Arbitration is invalid or unenforceable, that provision shall be severed and resolved in accordance with English law exclusively and the other parts of this section concerning Arbitration shall still apply. In no case shall the remainder of this User Agreement be affected. If the invalidity or unenforceability of a provision causes a dispute to proceed in a court instead of arbitration, the Parties agree that such court must be located in London, England, applying English law.15.4 No Trial by JuryBy entering into this User Agreement, you expressly waive your right to a trial by jury and right to participate in a class action lawsuit.
16. DISPUTE RESOLUTION FOR NON-US USERS16.1 If you live outside of the United States (or, if you are a business, have your principal place of business outside of the United States), any dispute arising between you and us under this User Agreement or our relationship (whether arising out of contract, tort, statute or any other manner), the courts located in London, England shall have exclusive jurisdiction of such dispute, and will hear the dispute under English law.
legalBlockchain Luxembourg S.A.Trading PrinciplesLast Updated: June 18, 2020
Blockchain.com’s Exchange allows Participants to execute Virtual Currency purchase and sale transactions in real-time with both other Virtual Currencies and fiat currencies. The Exchange will be available to both retail and institutional customers, and will offer real-time price discovery and trade execution in virtual currencies, across various pairs of both virtual-to-virtual and fiat-to-virtual legs.In order to provide a fair and orderly marketplace and prevent against potential market misconduct, Blockchain.com has developed the following principles and standards which must be followed by all Participants (“Principles”). All Participants who are approved to use the Exchange agree and understand to abide by these Principles, which have been designed to prevent deceptive or manipulative conduct.Blockchain.com may amend these Principles at any time and any such changes will take effect when posted on the Blockchain.com website, or when a Participant logs on to the Exchange.
SECTION 1. ACCESS TO THE PLATFORM1.1 Eligibility. An individual or entity is eligible to become a Participant only if such individual or entity agrees to the Blockchain.com Terms of Service (and any other applicable agreement).1.2 Trading Privileges. Upon completion of onboarding requirements, Participants will receive Trading Privileges, which are non-assignable, non-transferable and may not be sold or leased.1.3 Blockchain.com may deny a Participant’s Trading Privileges or revoke, suspend or otherwise condition a Participant’s Trading Privileges at any time and for any reason as set forth in the Blockchain.com User Agreement. Some important reasons are:
- if Blockchain.com believes such Participant has not or may not adhere to these Principles, Applicable Law or the Blockchain.com User Agreement;
- if servicing such Participant could bring the Blockchain.com into material disrepute; or
- if servicing such Participant could interfere with Blockchain.com’s provision of high quality services to other participants.
SECTION 2. OBLIGATIONS OF USERS2.1 Maker/Taker Pricing. Blockchain.com charges fees based on a Maker/Taker pricing model. A maker order adds liquidity to the market. A taker order removes liquidity from the market. Maker orders, when executed, carry a lower transaction fee intended to reward those who bring liquidity to the Exchange.2.2 Market Maker Programs. Blockchain.com may, from time to time, establish programs that offer professional market makers financial incentives for meeting trading volume, liquidity or other thresholds, as established by Blockchain.com.
- 2.3 Each Participant, to the extent applicable, shall:
- use the Exchange in a responsible manner and not for any improper purpose;
- use the Exchange only to exercise Trading Privileges in a manner consistent with these Principles;
- observe high standards of integrity, market conduct, fair dealing, and similar equitable principles of trade in conducting any activity on or through the Exchange and in all aspects of its business connected with or concerning the Exchange; and
- keep all credentials related to the Exchange confidential and secure.
SECTION 3. ORDER ENTRY TYPES AND ORDER HANDLING
- 3.1 Orders. All orders are accepted and executed in Blockchain.com’s discretion.
- Blockchain.com will limit a Participant’s ability to place Orders consistent with the Participant’s deposits on the Exchange.
- Blockchain.com will reduce a Participant’s ability to place orders according to the value of the Participant’s open Orders plus estimated fees.
- A Participant may place an Order as either a Limit Order, a Market Order, or a Stop Order.
- A Participant may request to cancel a Stop Order or an unexecuted Limit Order at any time before it is executed, which may or may not be honored by Blockchain.com. No fees are charged for canceled Orders.
- Blockchain.com may cancel an Order on the request of a Participant for reasons including the Participant’s inability to cancel such Order due to technological difficulties.
- 3.2 Limit Orders. Limit Orders may be placed with one or more of the following instructions.
- Good-Til-Cancelled: If posted, unfilled Orders remain on the order book for 95 days or until canceled by the Participant.
- Immediate or Cancel: This Order attribute instructs the Exchange to cancel any remaining size after the Order matches against the order book. A minimum quantity instruction can be added to an Immediate or Cancel Order if a Participant desires to only allow an execution if a minimum size is met.
- Fill or Kill: specifies that the Order should be filled immediately and entirely. If the full Order can not be filled, it should be cancelled.
- Good Till Date: Allows a Participant to select an expiration date for the Order which can be any date within the next 95 days of Order entry.
- Add Liquidity Only: If the Order will match with anything on entry, then it will be cancelled. This attribute can be used if a Participant wishes to add liquidity to the order book.
- 3.3 Market Orders
- A Market Order is a buy or sell order to be executed immediately at the current market price. Market Orders do not carry a limit price and will trade with anything on the order book. Market Orders default to Immediate or Cancel but they can also be sent as Fill or Kill.
- Market Orders will not rest on the order book. If a Market Order can only be partially filled given the existing depth of the market, then the remaining quantity will be automatically cancelled.
- During periods of high volume, fast market conditions, illiquidity, or volatility in the marketplace, the actual price that a Market Order is executed at may be different from the best price indicated at the time of your Order, in some cases significantly so.
- A valid Market Order will be immediately posted to the Exchange. Participants may not cancel a Market Order.
- Market Orders may be placed with the following instructions: Immediate or Cancel or Fill or Kill.
- 3.4. Stop Orders
- A Stop Order is an Order that will rest off of the order book and wait for the market to move into its stop price. This must be an Order outside of the current market price. For a sell Order, the stop price must be below the current last sale.
- A Stop Order is not posted to the Exchange and is not visible to other Participants, but any resulting Order is posted and visible.
- A Stop Order can be placed as either a Stop Market Order, which posts a Market Order when the stop price is triggered, or a Stop Limit Order, which posts a Limit Order when the stop price is triggered. Buy Stop and Buy Stop Limit Orders are not accepted at this time.
- Stop Limit Orders may be placed with one of the following instructions: Good Til Cancelled, or Good Till Date.
3.5 Order Sizes. All Orders are subject to minimum and maximum sizes according to the corresponding Virtual Currency. Participants may find a list of such minimum and maximum Order sizes on the Blockchain.com website.
- 3.6 Order Handling
- Order handling rules have been carefully constructed in order to offer a fair and equitable marketplace. Generally speaking, orders that are routed to the order book are prioritized first by price and then by time. Buy Orders at the highest price are prioritized first over the the oldest Order placed in the order book. Similarly, sell Orders at the lowest price are prioritized first over the oldest Order placed in the order book. Market Orders take priority over Limit Orders, which will not be ranked on the order book until they are triggered.
- Binding Obligation. Any Order placed by a Participant and accepted by Blockchain.com is a firm Order and represents a binding obligation by the Participant to buy or sell the specified quantity of Virtual Currency.
- 3.7. No Cancellation or Modification of Transactions. All Transactions are final and will not be reversed except in Blockchain.com’s sole discretion. Blockchain.com may reverse a Transaction, for example, in the following circumstances:
- Blockchain.com is compelled to do so by any Applicable Law; or
- Due to a serious technical error, Transactions do not occur as specified in these Principles, - in which case Blockchain.com would make reasonable efforts to restore Participants to the position they would have been in had the technical error not occurred.
3.7.1 Cancellation of Orders by Participants. The Participant understands that when they place a request to cancel an Order, such cancellation request may not be executed. The Order will be canceled only if the request to cancel is received by Blockchain.com before it is executed. Mere submission of a cancellation request prior to confirmation of a Transaction does not ensure that an Order will not be executed.
- 3.7.2 Cancellation of Orders by Blockchain.com. Orders that are not yet Transactions may be cancelled by Blockchain.com in the following circumstances:
- Orders placed by Participants who, in Blockchain’s sole discretion, have engaged in abusive use of the Exchange;
- Orders which under the circumstances and in Blockchain.com’s sole discretion involve an obvious error with respect to price, quantity, or other parameters, as described in Section 4.10 of these Principles;
- If required by Applicable Law, including but not limited to circumstances where Blockchain.com is required to suspend or terminate a Participant’s Trading Privileges; or
- If required for technical reasons, in Blockchain.com’s sole discretion.
SECTION 4. MARKET CONDUCT PRACTICES4.1 Market Manipulation. No Participant shall engage in any conduct, either with the intent to manipulate, or that which results in the manipulation of the Virtual Currency markets.4.2 Fraud. No Participant shall engage in fraud or deception in connection with the use of the Exchange.4.3 Illicit Transactions. No Participant shall use the Exchange in connection with illicit activity, including money laundering, financial crimes, the financing of terror or any other illegal activity.4.4 No Misuse of Information. No Participant shall use information gained from the Exchange for purposes or services which Exchange were not designed to provide Participants. No Participant shall resell information provided by the Exchange or use any robots, spiders, scraping or other technology to access, query, or use the Exchange to obtain any such information.4.5 Front Running. No Participant shall enter or solicit a bid, offer, or Order through the Exchange when in possession of material nonpublic information about another Bid.4.6 Wash Trading. No Participant shall engage in any conduct that results in a transaction with no economic or legitimate purpose. This includes the practice of engaging in wash trading, or otherwise entering Orders for different accounts with common beneficial ownership with the intent to evade or negate market risk or price competition.4.7 Coordination. No Participant shall coordinate actions with other Participants that are designed to disrupt or otherwise create the false appearance of legitimate market activity. Coordination includes directing another market participant, to enter into, or alter, a transaction with specific details, either in a threatening, intimidating, collusive or otherwise improper manner. Coordination also refers to the practice of pre-arranged trading, where two (2) or more Participants use the Exchange after previous discussions with an intent to profit from or merely disrupt the competitive nature of the Exchange.4.8 Spoofing / General Misconduct. No Participant shall engage in activity that is designed to disrupt or otherwise manipulate the Virtual Currency or other financial markets, which includes engaging in the practice of Spoofing.4.9 Self-Trading. No Participant shall take, directly or indirectly, the opposite side of the Order for its own account, an account in which it has a direct or indirect financial interest, or an account over which it has discretionary trading authority.
SECTION 5. SYSTEM AVAILABILITY5.1 Availability. With limited exceptions, Blockchain.com’s goal is to make markets available to Participants for monitoring and transacting 24 hours a day.5.2 No Guarantee of Uninterrupted Access. Blockchain.com does not guarantee uninterrupted Exchange access, that any Order will be posted, that any Order cancellation will take place or that any Order will be filled. Blockchain.com may suspend access without prior notice during scheduled or unscheduled system repairs or upgrades and to modify the Exchange at any time without prior notice.5.3 Regular Scheduled Maintenance. The Exchange undergoes regular maintenance. During such times, some or all of the Exchange’s functionality may be unavailable to Participants. In order to minimize disruption to the Exchange, its Participants and the Virtual Currency marketplace as a whole, Blockchain.com will often publish regular maintenance. Upon resumption of operations, Blockchain.com will work to ensure the Exchange undergoes an orderly auction restart process.5.4 Unscheduled System Maintenance or System Disruptions. Blockchain.com may temporarily halt operations in the event that the Exchange requires unanticipated maintenance. In the event of any such required maintenance, some or all Exchange functionality may be unavailable to Participants. The Exchange may experience disruptions in service, including but not limited to unexpected computer or virtual currency network functionality or speed, partner or vendor outages, or cybersecurity incidents. In any such case, some or all Exchange functionality may become unavailable or unreliable, requiring Blockchain.com to halt operation of the Exchange. Notice of such a disruption may be posted on Blockchain.com’s website. During the course of any such unexpected disruption, Blockchain.com will take work to timely restore Exchange functionality.
SECTION 6. MISCELLANEOUS6.1 Transaction Confirmation. For each Transaction , Blockchain.com will provide a Participant that is a party to the Transaction an electronic record of the material terms of such Transaction at the time of execution, which will serve as a confirmation of the Transaction (“the Confirmation“). Access to this Confirmation will be provided by tools that allow Participants to review their transaction history.6.2 OTC Trading Desk. Blockchain.com operates an over-the-counter trading desk that facilitates purchase and sale transactions in Virtual Currency on a proprietary basis and for institutional and high net-worth individuals. For more information about Blockchain.com’s OTC trading desk and other product offerings, Participants may visit the Blockchain.com website.
SECTION 7. DEFINITIONSWhen used in these Principles, the below terms shall have the following meaning:7.1 “Applicable Law” means any rule, regulation, legislation, statute or other directive from a governmental or self-regulatory authority applicable to Participant or Blockchain.com.7.2 “Limit Order” means an Order to purchase or sell a Virtual Currency at a specified price or better.7.3 “Market Order” is an Order to buy or sell a specified quantity of Virtual Currency at the best available price of existing Orders.7.4 “Order” means either a bid or an offer for a Virtual Currency accepted by Blockchain.com and made by a Participant with Trading Privileges and the intent that such Order result in a valid Transaction.7.5 “Participant” means an individual or entity that is granted Trading Privileges to access and use the Exchange.7.6 “Exchange” means Blockchain.com’s electronic trade execution system that is used for trading Virtual Currency on the terms set forth in these Trading Principles.7.7 “Spoofing” means the practice of entering bids, offers or Orders with an intent to cancel prior to any such Order being filled.7.8 “Stop Order” means an instruction to post an Order to buy or sell a specified quantity of Virtual Currency but only if and when the last trade price equals or surpasses the stop price.7.9 “Trading Privileges” means any right granted to a Participant to transmit Orders and execute Transactions on or through the Exchange.7.10 “Transaction” means the successful execution of two valid Orders on the Exchange.7.11 “Virtual Currency” means a cryptocurrency, digital currency, digital asset, cryptoasset or other such similar term describing, for example, Bitcoin or Ether, but does not include a derivative of a virtual currency or a security.
1. Information About BlockchainOur Services are offered through one or more subsidiaries of Blockchain Access UK Ltd By using the Services, you understand that your Personal Data may be used by one of the following entities (each, a “Controller”):
- Blockchain Access UK Ltd.; and
- Blockchain Luxembourg S.A.
2. Collecting of Personal DataWhen you access or use the Services, we collect the following information:Information You May Provide to Us: You may give us information about you by filling in forms on our website or through our app or by corresponding with us by phone, email or otherwise. This includes information you provide when you register to use the Services and when you report a problem with the website or with our app.
- Information We Automatically Collect About You: With regard to each of your visits to our website or our app we automatically collect the following information:
- Login Information: We log technical information about your use of the Services, including the type of browser and version you use, the wallet identifier, the last access time of your wallet, the Internet Protocol (IP) address used to create the wallet and the most recent IP address used to access the wallet.
- Device Information: We collect information about the device you use to access your account, including the hardware model, operating system and version, and unique device identifiers, but this information is anonymised and not tied to any particular person.
- Wallet Information: If you create a Blockchain Wallet through our Services, you will generate a public and private key pair. When you log-out of the Wallet, we collect an encrypted file that, if unencrypted, would contain these keys, along with your transaction history. When you enable notifications through your Account Settings, we will collect the unencrypted public key in order to provide such notifications. Under no circumstances do we collect an unencrypted private key from you, nor can we decrypt any Wallet file data.
- Transaction Information: In connection with our Conversion Service, as such term is defined in our User Agreement, we may collect and maintain information relating to transactions you effect in your Wallet that convert one virtual currency to another (e.g. Bitcoin for Ether).
- Information We Collect Required By Law, Rule, or Regulation: Depending on the Service, we may collect information from you in order to meet regulatory obligations around know-your-customer (“KYC”) and anti-money laundering (“AML”) requirements. Information that we collect from you includes the following:
- Full name
- Residential address
- Contact details (telephone number, email address)
- Date and place of birth, gender, place of citizenship
- Bank account information and/or credit card details
- Your status as a politically exposed person
- Source of funds & proof of address
- Passport and/or national driver’s license or government-issued identification card to verify your identity
- Transaction history and account balances in connection with your use of certain Services.
- Information We Collect from Other Sources: We also receive information from other sources and combine that with the information we collect through our Services. For instance:
- We use third-party services that may be co-branded as Blockchain but will do so with clear notice. Any third-party services may collect information as determined by their own privacy policies.
- We may collect information about you from third-party services (such as Facebook or another site). When you use or connect to Blockchain by or through such third-party platform, you allow us to access and/or collect certain information from your third-party services profile/account as permitted by the terms of services and your privacy settings with the third-party platform.
- Banks or payment processors that you use to transfer fiat currency may provide us with basic Personal Data, such as your name and address, as well as, your bank account information.
- Advertising or analytics providers may provide us with anonymised information about you, including but not limited to, how you found our website.
3. Use of Personal DataWe will use your Personal Data, to:
- Understand and strive to meet your needs and preferences in using our Services;
- Develop new and enhance existing service and product offerings;
- Manage and develop our business and operations;
- Carry out any actions for which we have received your consent;
- Prevent and investigate fraudulent or other criminal activity;
- To address service requests and resolve user questions; and
- Meet legal and regulatory requirements.
- Companies within the Blockchain corporate family located in the United States, the United Kingdom, and the EEA in order to provide the Services to you.
- Cloud service providers to store certain personal data and for disaster recovery services, as well as, for the performance of any contract we enter into with you.
- Fraud detection service providers who will run certain fraud detection checks against Personal Data provided.
5. Security of Your Personal DataWe protect Personal Data with appropriate physical, technological and organisational safeguards and security measures. Your Personal Data comes to us via the internet which chooses its own routes and means, whereby information is conveyed from location to location. We audit our procedures and security measures regularly to ensure they are being properly administered and remain effective and appropriate. Every member of Blockchain is committed to our privacy policies and procedures to safeguard Personal Data. Our site has security measures in place to protect against the loss, misuse and unauthorised alteration of the information under our control. More specifically, our server uses TLS (Transport Layer Security) security protection by encrypting your Personal Data to prevent individuals from accessing such Personal Data as it travels over the internet.
6. Retention of Your Personal DataThe length of time we retain Personal Data outside our back-up system varies depending on the purpose for which it was collected and used, as follows:
- Data you provide to us when subscribing for our Services: while user remains active, stored in the UK.Country location data: while user remains active, stored in the UK.Data on your preferences: while user remains active, stored in the UK.IP address login: until subsequent login from a new IP, stored in the UK.
- A copy of the records we used in order to comply with our client due diligence obligations;
- Supporting evidence and records of transactions with you and your relationship with us.
7. Storage of Personal DataBlockchain stores your Personal Data at secure locations in the EU. Blockchain ensures that appropriate security standards are in place regarding the safeguarding, confidentiality, and security of Data.The information that we collect from you will be transferred to, and stored in, destinations outside of your country and the European Economic Area ("EEA") as described below:We may transfer your Personal Data outside the EEA and the UK to other company subsidiaries, service providers and business partners (i.e., Data Processors) who are engaged on our behalf. To the extent that we transfer your Personal Data outside of the EEA and UK, we will ensure that the transfer is lawful and that Data Processors in third countries are obliged to comply with the GDPR and the UK Data Protection Act 2018. If transfers of Personal Data are processed in the US, we may in some cases rely on applicable standard contractual clauses.
8. Your RightsThe rights that are available to you in relation to the Personal Data we hold about you are outlined below.Information AccessIf you ask us, we will confirm whether we are processing your Personal Data and, if so, what information we process and, if requested, provide you with a copy of that information within 30 days from the date of your request.RectificationIt is important to us that your Personal Data is up-to-date. We will take all reasonable steps to make sure that your Personal Data remains accurate, complete and up-to-date. If the Personal Data we hold about you is inaccurate or incomplete, you are entitled to have it rectified. If we have disclosed your Personal Data to others, we will let them know about the rectification where possible. If you ask us, if possible and lawful to do so, we will also inform you with whom we have shared your Personal Data so that you can contact them directly.You may inform us at any time that your personal details have changed by emailing us at [email protected] and we will change your Personal Data in accordance with your instructions. To proceed with such requests, in some cases we may need supporting documents from you as proof that we are required to keep for regulatory or other legal purposes.ErasureYou can ask us to delete or remove your Personal Data in certain circumstances such as if we no longer need it, provided that we have no legal or regulatory obligation to retain that data. Such requests will be subject to any agreements that you have entered into with us, and to any retention limits, we are required to comply with in accordance with applicable laws and regulations. If we have disclosed your Personal Data to others, we will let them know about the erasure request where possible. If you ask us, if possible and lawful to do so, we will also inform you with whom we have shared your Personal Data so that you can contact them directly.Processing restrictionsYou can ask us to block or suppress the processing of your Personal Data in certain circumstances, such as, if you contest the accuracy of that Personal Data or object to us processing it. It will not stop us from storing your Personal Data. We will inform you before we decide not to agree with any requested restriction. If we have disclosed your Personal Data to others, we will let them know about the restriction of processing where possible. If you ask us, if possible and lawful to do so, we will also inform you with whom we have shared your Personal Data so that you can contact them directly.Data portabilityIn certain circumstances, you might have the right to obtain Personal Data you have provided us with (in a structured, commonly used and machine-readable format) and to re-use it elsewhere or ask us to transfer this to a third party of your choice.Objection
- You can ask us to stop processing your Personal Data, and we will do so if we are:
- Relying on our own or someone else’s legitimate interests to process your Personal Data, except if we can demonstrate compelling legal grounds for the processing;
- Processing your Personal Data for direct marketing; or
- Processing your Personal Data for research, unless we reasonably believe such processing is necessary or prudent for the performance of a task carried out in the public interest (such as by a regulatory or enforcement agency).
legalBlockchain Luxembourg S.A.Law EnforcementLast Updated: June 18, 2020
Since its inception, Blockchain.com has worked closely with law enforcement to support investigation, interdiction and prevention of financial crime. This guide explains how Blockchain.com products and services work, its legal entities, as well as how to most effectively make requests for information.Users of Blockchain.com’s self-custodied wallet face Blockchain Luxembourg SA, a Luxembourg company whose primary business is the publication of open source downloadable wallet software. Users of Blockchain.com’s Exchange, institutional custody, and over-the-counter trading services face Blockchain Access UK Ltd, a UK company whose primary business is the custody and exchange of virtual currencies. Users of Swap face both entities.
Blockchain Access UK Ltd and the Self-custodied WalletUsers of the self-custodied software wallet do not make transaction requests to Blockchain Luxembourg. Instead, they transact themselves, directly with the appropriate virtual currency network.Unlike virtual currency exchanges, Blockchain Luxembourg does not act as a financial intermediary or a custodian. Blockchain Luxembourg is not a custodial entity and never accepts, holds or transmits its users’ virtual currency. Blockchain Luxembourg users can store and spend the same virtual currencies, in as many other industry-standard software wallets as they like at the same time as they are stored using a Blockchain.com wallet. Thus, it is helpful to think of the self-custodied wallet software not as a vault or bank account, but as user interface software for interacting directly with virtual currency networks.Blockchain Luxembourg cannot: spend virtual currency on a user’s behalf (or against the user’s wishes); freeze or forfeit virtual currency on law enforcement’s behalf; or know the contents of wallets.
- Generally speaking, Blockchain Luxembourg does not know its self-custodied wallet users’:
- Wallet balances
- Transaction history
- Explorer pages visited
- Legal names
- Mailing addresses
- Social security or national ID numbers
Blockchain Access UK and Financial ServicesCustomers of Blockchain Access make transaction requests to Blockchain Access for services like Swap and over-the-counter trading. For these products, Users purchase from and sell to Blockchain Access virtual currency on a principal basis. Like the self-custodied wallet provided by Blockchain Luxembourg, these services are noncustodial: Via these services, Blockchain Access never takes custody of virtual currency or government currency owned by its customers. Blockchain.com does, however, act as a financial counterparty inasmuch as it buys and sells from its customers.Blockchain Access also operates the Exchange, a custodial exchange featuring a matching engine. This is a custodial product. Users of the Exchange send virtual currency and government currency to addresses and bank accounts controlled by Blockchain Access, which holds that currency until it is withdrawn.Blockchain Access is a registered Money Services Business in the United States. As such, it collects and records customer information consistent with the risk-based approach required by, e.g., the United States Bank Secrecy Act.
Frequently Asked QuestionsDoes Blockchain.com respond to law enforcement information requests?Yes. Blockchain.com will respond to valid law enforcement agency information requests. See below for instructions. Note that the most helpful piece of information you can provide is a wallet identifier (e.g. 2td3t671-c54d-ds32-456t-65ftya3b24dd) or Exchange account details. Other data points, like a bitcoin address (e.g. 14eK8q8GXubF2Y9yegRyfpkVm63AsFcefb) or a transaction number (e.g. c1a3cec06316fb13bd0198afc8b15e6edc5123fc5d15383446cc9f3b43ca0734) are significantly less likely to return helpful information.I can see, using Blockchain.com’s Block Explorer, that a transaction took place on the Bitcoin (or some other) blockchain. Does this mean that Blockchain.com’s products or services were responsible for the transaction?No. Our Block Explorer displays information from public network ledgers. Blockchain.com publishes all its transactions on these public ledgers, but it is only one of thousands of other software products and services doing so.I have a bitcoin address or transaction hash. Can Blockchain.com correlate this information with any personally-identifying user information?If the user simply downloaded and used Blockchain.com’s self-custodied wallet, no. However, if the address or hash was used in a Swap or Exchange transaction, then Blockchain Access can correlate it to the user’s profile. Swap transactions are noncustodial. Thus a customer’s executing a Swap transaction does not link the customer in Blockchain.com’s records to other transactions made in the self-custodied wallet.I have the name, address, telephone number, or other personally-identifying information of an individual. Can Blockchain.com correlate this information with other personally identifying information?As in the answer above: If the individual is only a self-custodied wallet user, Blockchain Luxembourg is unlikely to have such information. If the individual is a customer of Swap or the Exchange, Blockchain Access can correlate the information with a user profile.I have the private key or backup phrase associated with a bitcoin address. What information can Blockchain.com correlate to these data points?None. Blockchain.com does not know private keys or backup phrases associated with any user wallets.I have a wallet identifier. Can Blockchain.com freeze or deliver virtual currency from that wallet?No, Blockchain.com cannot access user’s wallets. Blockchain.com can, however, deliver certain industry-standard log information associated with the wallet including creation date, login time, device ID, operating system, associated email address or telephone numbers (if used for 2-factor ID), together with any encrypted wallet file backed up using Blockchain.com’s servers.
If you seek information from Blockchain Luxembourg:United Kingdom: Send either a valid order of an English court or fully-executed Data Protection Act request to [email protected], together with a copy of your agency-issued identification. Blockchain.com will confirm the authenticity of your request and respond via electronic mail.Rest of World: Blockchain.com will respond to the valid order of a Luxembourg court. A Mutual Legal Assistance Treaty request or letters rogatory may be required.
If you seek information from Blockchain Access:United States: Send to [email protected](i) a valid subpoena issued in connection with an official criminal investigation for the disclosure of basic subscriber records (defined in 18 U.S.C. § 2703(c)(2)); (ii) a valid court order; or (iii) a search warrant issued under the procedures described in the Federal Rules of Criminal Procedure or equivalent state warrant procedures upon a showing of probable cause for the disclosure, if any.United Kingdom: Send either a valid order of an English court or fully-executed Data Protection Act request to [email protected], together with a copy of your agency-issued identification. Blockchain.com will confirm the authenticity of your request and respond via electronic mail.Rest of World: Blockchain.com will respond to the valid order of a Luxembourg court. A Mutual Legal Assistance Treaty request or letters rogatory may be required.
If your request involves imminent risk of death or serious bodily harm:If you are a law enforcement agent requesting information from Blockchain.com that is likely to prevent death or serious bodily harm, you may contact us on an expedited basis. Together with the appropriate documents listed above, send an email to [email protected] with "IMMINENT RISK" in the title. In the body of the email, include a brief attestation describing the imminent risk, and Blockchain.com will endeavor to respond on an expedited basis.
legalBlockchain Luxembourg S.A.CookiesLast Updated: July 30, 2019
1. What is a cookie?Cookies are text files containing small amounts of information which are downloaded to your computer or mobile device when you visit a certain webpage. Cookies are then sent back to the originating webpage on each subsequent visit, or to another webpage that recognises that cookie. Cookies are widely used in order to make the Websites work, or to work more efficiently, as well as to provide information to the owners of the Website.Cookies do lots of different jobs, like letting you navigate between pages efficiently, remembering your preferences, and generally improving the user experience. Cookies may tell us, for example, whether you have visited the Websites before or whether you are a new visitor. They can also help to ensure that adverts you see online are more relevant to you and your interests.There are two broad categories of cookies:
- First party cookies, served directly by us to your computer or mobile device.
- Third party cookies, which are served by a third party on our behalf. We use third party cookies for [functionality, performance / analytics, advertising and social media purposes].
- track traffic flow and patterns of travel in connection with the Websites;
- understand the total number of visitors to our Website on an ongoing basis and the types of internet browsers (e.g. Firefox, Chrome or Internet Explorer) and operating systems (e.g. Windows or Mac OS) used by our visitors;
- monitor the performance of the Websites and to continually improve them;
- customise and enhance your online experience; and
- enable Blockchain and third-party to advertise both on and off the Websites.
3. What types of cookies do we use?The types of cookies used by us and our partners in connection with the Websites can be classified into one of five categories, namely 'essential Websites cookies', 'functionality cookies', 'analytics and performance cookies', 'advertising cookies', and ' social media cookies'. We've set out some further information about each category, and the purposes of the cookies we and third parties set in the following table.
|Type of cookie||What it does||How to block|
|Cookies necessary for essential Websites purposes||These cookies are essential to provide you with the Websites and any services available through the Websites and to use some of their features, such as access to secure areas. Without these cookies, services you have asked for, like transactional pages and secure login accounts, would not be possible.||Please see the instructions set out in 'How to control or delete cookies' below.|
|Functionality Cookies||Functionality cookies record information about choices you've
made and allow us to tailor the Websites to you. These cookies
mean that when you continue to use or come back to the Websites,
we can provide you with our services as you have asked for them
to be provided. For example, these cookies allow us to:||Please see the instructions set out in 'How to control or delete cookies' below.|
|Performance / Analytics Cookies||We use performance/analytics cookies to analyze how the Websites are accessed, used, or is performing in order to provide you with a better user experience and to maintain, operate and continually improve the Websites. For example, these cookies allow us to:||Please also see the instructions set out in 'How to control or delete cookies' below.|
|Advertising and Tracking Cookies||As you use our Websites, you will notice that they feature advertising. We allow third party companies, including advertising companies, to place cookies on our Websites. These cookies enable such companies to track your activity across various sites where they display ads and record your activities so they can show ads that they consider relevant to you as you browse the Internet. These cookies are anonymous -- they store information about the content you are browsing, but not about who you are.Cookies also allow us and third parties to know whether you've seen an ad or a type of ad, and how long it has been since you've last seen it. This information is used for frequency capping purposes, to help tailor the ads you see, and to measure the effectiveness of ads.||All the ad companies or networks that we work with have their own privacy policies and offer a mechanism for users to opt out tracking and behavioral targeting available through the ad itself or through the opt out mechanisms listed in the 'How to control or delete cookies' section below.|
|Social Media Cookies||On some pages of our Websites, third parties that provide applications through our Websites may set their own anonymous cookies in order to track the success of their applications or customize applications for you. For example, when you share an article using a social media sharing button on our Websites (e.g., Facebook, Twitter, or Google Plus), the social network that has created the button will record that you have done this. Because of how cookies work, we cannot access these cookies, nor can the third parties access the data in cookies used by us. Some pages of our Websites may also contain embedded content, such as video content from YouTube, and these sites may set their own cookies.||Please see the instructions set out in 'How to control or delete cookies' below.|
- Cookie settings in Internet Explorer
- Cookie settings in Firefox
- Cookie settings in Chrome
- Cookie settings in Safari web and iOS.
- Your Online Choices (http://www.youronlinechoices.com/uk/)
- Network Advertising Initiative (http://www.networkadvertising.org/)
- Digital Advertising Alliance (http://www.aboutads.info/consumers)
6. Need More Information?If you would like to find out more about cookies and their use on the Internet, you may find the following links useful:
7. Cookies that have been set in the pastIf you have disabled one or more Cookies, we may still use information collected from cookies prior to your disabled preference being set, however, we will stop using the disabled cookie to collect any further information.
8. Contact usIf you have any questions or comments about this cookies policy, or privacy matters generally, please contact us via email at [email protected] or the address provided below:Blockchain Luxembourg S.A.,
1, rue Philippe II
1, rue Philippe II
legalBlockchain Luxembourg S.A.ModulrLast Updated: December 10, 2019
Modulr Finance Limited, a company registered in England and Wales under company number 09897957, whose registered office is at 1 Hammersmith Broadway, London, W6 9DL (“Modulr”) is a provider of Modulr Products (as described below) , which includes the provision of an electronic account for businesses. These Terms of Business govern the Modulr Products that Modulr agrees to provide to you . Modulr Products are made up of an account opened with Modulr (“Account”) and related payment services which enable funds to be sent to the Account and paid out from the Account. These payment services include receipts via Bacs, plus receipts and outgoing payments via Faster Payments and inter-Account transfers, and other payment services in and out of the Account which may be enabled from time to time. The Account allows operation including the making of Transactions in accordance with the Modulr Account Terms and Conditions. The Modulr Products also consist of the Application Programming Interface (API) used by Blockchain on your behalf to create and administer the Accounts plus the beneficiaries and payment rules applied to them. The Modulr Products also consist of the Online Portal which can be used for the management of Accounts. These Introduced Client Terms of Business, together with the Modulr Account Terms and Conditions set out the terms on which the Modulr Products are provided and constitute the Agreement between Modulr and you (the “Introduced Client”).THE PARTIES AGREE AS FOLLOWS:
1. Interpretation1.1. In these Introduced Client Terms of Business: (a) a reference to a clause is a reference to a clause in these Introduced Client Terms; (b) headings are for reference only and shall not affect the interpretation of these Introduced Client Terms of Business; (c) the singular shall include the plural and vice versa; (d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns; (e) a reference to a party shall include its personal representatives, successors and permitted assigns; (f) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2. Modulr Products2.1. Modulr will make available to the Introduced Client such products that are described above through the Blockchain (the “Partner Platform”). 2.2. The Account is provided by Modulr FS to the Introduced Client in accordance with the Modulr Account Terms and Conditions. Modulr Products provided to the Introduced Client under this Agreement are for the sole use by the Introduced Client. 2.3. The Introduced Client can use the Account to make Transactions on the terms and conditions set out in the Modulr Account Terms and Conditions. A record of all Transactions relating to the Account can viewed on the Website or accessed via the Partner Platform (as applicable). 2.4. The Introduced Client shall promptly notify Customer Services as soon as it becomes aware login and security information enabling access to its Modulr Products have been lost, stolen or compromised. 2.5. From time to time Modulr may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners and the nature of its business in accordance with its Due Diligence Procedure and as required by law. Modulr may contact the Introduced Client or the Partner Platform (as applicable) for such purposes. The Introduced Client agrees to provide such information as necessary. 2.6. The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement. 2.7. The Introduced Client shall implement as appropriate Modulr’s reasonable security recommendations it notifies to the Introduced Client from time to time.
3. Authorised Users3.1. Access to the Modulr Products is restricted to individuals that have been designated by the Introduced Client as Authorised Users. 3.2. The Introduced Client must notify Modulr of all individuals it wishes to be an Authorised User. 3.3. Each Authorised User is permitted to access and use the Modulr Products in accordance with these Introduced Client Terms of Business. 3.4. The Introduced Client will be responsible for training its Authorised Users in the appropriate use of Modulr Products. 3.5. The Introduced Client shall ensure its Authorised Users; 3.5.1 take all reasonable care to ensure Modulr Product access credentials, including login details to the Website, where applicable, are kept confidential to each Authorised User; and 3.5.2 do not share any information that would enable another party to access the Introduced Client’s Modulr Account. 3.6. The Introduced Client acknowledges and agrees that each Authorised User is authorised by the Introduced Client to act on its behalf. Modulr shall deem any instruction given by an Authorised User is an instruction given by the Introduced Client. 3.7. The Introduced Client will be responsible for timely notification to Modulr of any revocation of Authorised User access and will be liable for Transactions made, Fees incurred and use of Modulr Products by an Authorised User until Modulr has had one full business day to act on any received notice. This clause shall not apply to Introduced Clients accessing Modulr Products via the Partner Platform. 3.8. Where the Introduced Client accesses Modulr Products through a Partner Platform, such Partner Platform will be considered the Authorised User. In this instance if additional Authorised Users are required they must be requested by the Partner Platform. The use of a Partner Platform to access the Modulr Products by the Introduced Client are set out in further detail below.
4. Accessing Modulr Products through a Partner Platform4.1. In the event the Introduced Client utilizes a Partner Platform to access Modulr Products, the Introduced Client agrees and authorises the Partner Platform to instruct Modulr to access and use the Modulr Products on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds and closing the Account. 4.2. The Introduced Client acknowledges and agrees that Modulr shall have no liability whatsoever with respect to the performance, availability or quality of any Partner Platform. 4.3. The Introduced Client acknowledges and agrees to the following: 4.3.1. it must satisfy itself that its Platform Partner Agreement grants the Partner Platform all permission necessary to operate the Account on the Introduced Client’s behalf; 4.3.2. the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client; 4.3.3. it is responsible for monitoring Partner Platform activities on its Account. Any queries relating to such activities will be raised with the Partner Platform directly and settled between Partner Platform and the Introduced Client; 4.3.4. the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account; 4.3.5. the Introduced Client understands it can only access its Account to make Transactions, review Transactions made or otherwise use Modulr Products through the service provided by the Partner Platform; and 4.3.6. it will only use the Account for the purpose set out in the Partner Platform Agreement. 4.4. On receipt of notification by Modulr from the Partner Platform that it wishes to terminate this Agreement, this Agreement shall terminate. Any funds in the Introduced Client’s Account will be returned in accordance with the terms of the Modulr Account Terms and Conditions. 4.5. If the Introduced Client has any complaint or concern relating to the Modulr Account or other Modulr Products, such complaint or concern shall be raised directly to the Partner Platform, who shall deal with it in accordance with Modulr’s Complaints Policy, a copy of which is available on request from the Partner Platform and on the Website.
5. Customer Services5.1. The Introduced Client can contact Customer Services if it has any queries about the Modulr Products. Information may be requested from the Introduced Client, including but not limited to, its Authorised Users or Transaction information so that it can verify the identity of an Authorised User and/or the Modulr Products provided to such Introduced Client. 5.2. Any information shared by the Introduced Client will be kept strictly confidential. Where such information is provided in connection to a service provided by a third party, for example, the Account, then the Introduced Client’s information will only be used in accordance with instructions of such third party and only for the purpose of providing Customer Services to the Introduced Client on behalf of such third party. 5.3. As part of Modulr’s commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Introduced Clients to ensure that Modulr’s high quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice. 6. Term and Termination
6. Term and Termination6.1. This Agreement shall commence on the date the Introduced Client receives confirmation from Modulr or the Partner Platform (where applicable) of its successful application for Modulr Products and shall continue until terminated by the Introduced Client, Partner Platform (if acting on behalf of the Introduced Client) or Modulr. 6.2. The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email. 6.3. Modulr may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months’ notice. 6.4. Modulr may terminate this Agreement immediately if, for any reason, the Introduced Client is unable to satisfy the Due Diligence Procedures. 6.5. This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason). 6.6. On termination of this Agreement for any reason, any balance remaining in the Introduced Client’s Account(s) shall be returned to the Introduced Client in accordance with the Modulr Account Terms and Conditions. The Introduced Client shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, shall reimburse Modulr FS such amount equal to the negative balance.
7. Intellectual Property7.1. The Introduced Client acknowledges all Intellectual Property Rights in the Modulr Products are owned by or provided under licence to Modulr. Modulr grants the Introduced Client a non-exclusive, royalty-free licence for the duration of this Agreement to access and use the Modulr Products only for the purpose contemplated by this Agreement. 7.2. Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Introduced Client.
8. Force Majeure8.1. Modulr will not be liable for the non-performance or failure to provide any part of the Modulr Products occurring as a result of any events that are beyond the reasonable control of Modulr, for example, but not limited to, fire, telecommunications or internet failure, utility failure, power failure, equipment failure, employment strife, riot, war, terrorist attack, non-performance of third party suppliers, acts of God such as storm or lightening damage, or other causes over which Modulr has no reasonable control.
9. Assignment Transfer and Subcontracting9.1. The Modulr Products provided to the Introduced Client are personal to the Introduced Client. The Introduced Client may not novate, assign or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Modulr. 9.2. The Introduced Client agrees Modulr may, in its sole discretion, assign, or transfer some or all of its rights and obligations or delegate any duty of performance set out in the documents forming this Agreement. Modulr may subcontract any of its obligations under this Agreement. 9.3. In the event of any transfer of this Agreement by Modulr to another service provider; if the Introduced Client does not want to transfer to the new provider, the Introduced Client must notify Modulr of its objection in writing to Customer Services. On receipt of such notification, Modulr it will terminate this Agreement. Any balance remaining in the Introduced Client’s Account(s) will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions.
10. Liability10.1. Nothing in this Agreement will operate to limit either party’s liability with respect to fraud or for death or personal injury resulting from negligence, in either case whether committed by that party or its employees, agents or subcontractors. 10.2. Modulr makes no warranty that access to and use of the Modulr Products will be uninterrupted or error free. 10.3. The Introduced Client acknowledges and agrees that Modulr is not liable to the Introduced Client for any loss, liability or damages the Introduced Client suffers which result from, are related to, or in any way are connected with any fraud control or restriction measures implemented from time to time, unless such loss, liability or damage is a direct result of Modulr’s fraud, gross negligence or willful misconduct in procuring the implementation of fraud control or purchase restriction measures that Modulr has expressly agreed in writing to procure for the Introduced Client. 10.4. Modulr shall not be liable to the Introduced Client for any loss or damage the Introduced Client may suffer as a result of any act or omission of an Authorised User or an Authorised User’s use or inability to use of the Modulr Products. 10.5. The Introduced Client agrees to indemnify Modulr against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings Modulr directly or indirectly incurs or which are brought against Modulr if the Introduced Client, or an Authorised User, has acted fraudulently, been negligent or has misused a Modulr Product or any of the services provided under this Agreement. 10.6. Modulr shall not be responsible in any way for any interest or claims of any third parties in respect of the Modulr Products, except as required by law or regulation.
11. Reports11.1. Modulr may make available certain management or other reporting or business administration functionality via the Website. 11.2. Modulr may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.
13. Changes to the Agreement13.1. Modulr may amend or modify this Agreement by giving sixty (60) days’ notice to the Introduced Client unless Modulr is required to make such a change sooner by law. All proposed changes will be posted on the Website and communicated to the Introduced Client by such other means that Modulr agreed with the Introduced Client, for example by email. If the Introduced Client is accessing Modulr Products via a Partner Platform, all notifications will be communicated via such Partner Platform. 13.2. The Introduced Client has no obligation to accept such amendments proposed by Modulr. 13.3. The Introduced Client will be taken to have accepted any change to this Agreement that Modulr notifies to the Introduced Client unless the Introduced Client tells Modulr otherwise before the relevant change takes effect. In such circumstance, Modulr will treat notice of objection by the Introduced Client as notification that the Introduced Client wishes to terminate this Agreement and the use of all Modulr Products immediately. All Accounts of the Introduced Client will be closed and any balance remaining in the Introduced Client’s Account will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions. In this circumstance the Introduced Client will not be charged a fee for the Account closure and return of any balance.
14. General14.1. In these Introduced Client Terms of Business, headings are for convenience only and shall not affect the interpretation of these Introduced Client Terms of Business. 14.2. Any delay or failure by Modulr to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Modulr from exercising its rights at any subsequent time. 14.3. In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of the Agreement which shall remain in full force and effect. 14.4. The Introduced Client shall remain responsible for complying with this Agreement until its Account(s) are closed (for whatever reason) and all sums due under this Agreement have been paid in full. 14.5. This Agreement is written and available only in English and all correspondence with the Introduced Client shall be in English. 14.6. This Agreement is governed by the laws of England and the Introduced Client agree to the non-exclusive jurisdiction of the English courts.
The Modulr Account Terms and ConditionsPlease read these Terms and Conditions carefully before you agree to use an Account or any related services provided by or through us. These Terms and Conditions, together with the Introduced Client Terms of Business constitute the entire agreement between Modulr and you. By signing the Modulr Account Terms and Conditions you accept the terms of the Agreement, or by agreeing to open an Account and/or using our services, you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services.
1. DEFINITIONSAccount - The electronic account, also known as Modulr Account provided by us in accordance with these Terms and Conditions. Account Information Service Provider – means a third party payment service provider who is authorised by or registered with the Financial Conduct Authority or another European regulator to provide online account information services, who, with your permission will be able to access certain online account information on one or more payment accounts held by you to give you a consolidated view of your payment accounts. Account Limits – Maximum limits you can have in relation to your Account, such as account maximum balance, and limits on receiving and sending payments from your Account as referred in paragraph 2. Account Manager - The Business Days - Monday to Friday between the hours of 9am-5pm but does but does the management of the Account, also known as an “Authorised User”. Account Owner – The entity legally responsible for an Account. Agreement - The agreement for your Account made up of these Terms and Conditions, together with the Introduced Client Terms of Business, which constitute the entire agreement between you and Modulr. Application Programming Interface (API) – means the interfaces provided by Modulr to the Introduced Client (and the Partner Platform on the Introduced Client’s behalf) to directly instruct Modulr Accounts via the Introduced Client’s or the Partner Platform’s own application. AML Policy - Modulr’s written policy on anti-money laundering and counter terrorist financing as may be amended from time to time by Modulr. Applicant – A Online Portal – means the interface provided by Modulr for the Introduced Client to access via the public internet, subject to applicability based on the Introduced Client’s relationship with the Partner Platform. Payment Initiation Service Provider – means a third party payment service provider authorised by or registered with by the Financial Conduct Authority or another European regulator to provide an online service to initiate a Transaction at your request on your Account. Partner Platform – A third party that is permitted by Modulr and Modulr FS to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User. Partner Platform Agreement - an agreement between the Account Owner and the Partner Platform for the provision of various services, under the terms of which the Introduced Client wishes to open an Account with Modulr to be used for the purpose and in accordance with the terms set out in the Partner Platform Agreement. Regulator – the Financial Conduct Authority, located at 12 Endeavour Square, London, E20 1JN or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the United Kingdom. Transaction – any debit, credit or other adjustment to an Account that affects the balance of monies held in it. TPP (Third Party Provider) – means an Account Information Service Provider or a Payment Initiation Service Provider. we, us, our or Modulr FS - Modulr FS Ltd, a company registered in England and Wales with number 09897919 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL and who is regulated by the Financial Conduct Authority for issuance of electronic money under FRN 900573, or Modulr acting on Modulr FS Ltd’s behalf. Website – means the customer portal that Introduced Clients can login to in order to use the Modulr Products. you, your - The Account operating days and times. Commencement Date – the date set the Introduced Client agrees to the Introduced Client Terms of Business and these Terms and Conditions. Confidential Information - any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to: the business, products, affairs, strategy, contracts, customer relationships, commercial pipelines, business contacts, prospective customers, existing customers, business models, customer pricing, management systems, business methods, corporate plans, maturing new business opportunities, research and development projects, marketing and sales information, sales targets and statistics, discount structures, suppliers and potential suppliers, source codes, computer programs inventions, know-how, technical specifications and other technical information relating to products and services. Customer Services - The contact centre for dealing with queries about your Account. Data Protection Laws – the following, to the extent they are applicable to a Party: the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy (as amended or replaced from time to time), including where applicable the guidance and codes of practice issued by the Information Commissioner (in the United Kingdom) or other applicable supervisory authority; Due Diligence Procedure - Modulr’s procedures for carrying out due diligence on Introduced Clients in order to comply with its policies and regulatory obligations. Faster Payment – A service allowing you to make and receive electronic payments in the UK which is received by the recipient bank within 2 hours provided that the receiving organisation or bank is part of Faster Payments Scheme. Information – Means any information related to the organisation, and any personal information related to Account Manager. Intellectual Property Rights – all patents, trademarks, service marks, trade names, domain names, business names, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in confidential information and all other intellectual property rights and rights or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use, any of the foregoing and "Intellectual Property" shall be construed accordingly; Introduced Client – Any client of Modulr which has been introduced by the Partner Platform and whose account is operated by the Partner Platform based on instructions the Partner Platform receives from the Introduced Client (where relevant). Introduced Client Terms of Business - The terms on which Modulr provides Modulr Products to the Introduced Client. Modulr – Modulr Finance Ltd, a company registered in England and Wales with number 09897957 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL. Modulr Finance Ltd (FRN: 900699) is a registered agent of Modulr FS Ltd. Modulr Account Terms and Conditions - This agreement, between Modulr FS and the Introduced Client which governs the terms on which the Introduced Client may use its Account. Modulr Products – those products, including but not limited to the Account referred to in the Introduced Client Terms of Business. Online Portal – means the interface provided by Modulr for the Introduced Client to access via the public internet, subject to applicability based on the Introduced Client’s relationship with the Partner Platform. Payment Initiation Service Provider – means a third party payment service provider authorised by or registered with by the Financial Conduct Authority or another European regulator to provide an online service to initiate a Transaction at your request on your Account. Partner Platform – A third party that is permitted by Modulr and Modulr FS to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User. Partner Platform Agreement - an agreement between the Account Owner and the Partner Platform for the provision of various services, under the terms of which the Introduced Client wishes to open an Account with Modulr to be used for the purpose and in accordance with the terms set out in the Partner Platform Agreement. Regulator – the Financial Conduct Authority, located at 12 Endeavour Square, London, E20 1JN or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the United Kingdom. Transaction – any debit, credit or other adjustment to an Account that affects the balance of monies held in it. TPP (Third Party Provider) – means an Account Information Service Provider or a Payment Initiation Service Provider. we, us, our or Modulr FS - Modulr FS Ltd, a company registered in England and Wales with number 09897919 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL and who is regulated by the Financial Conduct Authority for issuance of electronic money under FRN 900573, or Modulr acting on Modulr FS Ltd’s behalf. Website – means the customer portal that Introduced Clients can login to in order to use the Modulr Products. you, your - The Account Owner, also referred to as an Introduced Client.
2. ACCOUNT LIMITS2.1 Limits may apply to the maximum value of an individual payment Transaction, the maximum aggregate value of all payment Transactions made from your Account in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account over a particular timeframe. 2.2 The limits that apply to your Account will be communicated to you during the Account set-up process. These limits may also change over time based on your Account usage; any such change will be communicated to you. You can check the limits at any time by contacting Customer Services. Any payment Transaction request which exceeds such limits will be rejected. 2.3 To manage our risk, particularly with respect to money laundering, fraud or security concerns, we also apply internal controls, including limits, to certain types of payment. We change these as necessary but for security purposes, we do not disclose them.
3. SCOPE OF THESE TERMS AND CONDITIONS3.1 Your Account is an e-money account and the electronic money associated with it is issued to you by us. We are regulated by the Financial Conduct Authority for the issuance of electronic money (FRN 900573). Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us. 3.2 This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account. 3.3 You agree that we or the Partner Platform may communicate with you by e-mail or telephone for issuing any notices or information about your Account and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated. 3.4 You can request a copy of these Terms and Conditions at any time by contacting Customer Services.
4. OPENING YOUR ACCOUNT4.1 Your Account will be opened on your behalf by the Partner Platform. You may only hold an Account so long as you remain an approved client of the Partner Platform that provided you with your account details.
5. USING THE ACCOUNT5.1 Your Account can receive bank transfers and other payment types as added and notified to you by Modulr from time to time. Subject to paragraph 5.3, we will credit your Account when we receive the funds which could be up to three Business Days after the payment being instructed, depending on how the payment was sent. 5.2 Your Account can also receive internal transfers from other Modulr Accounts owned or controlled by the Partner Platform, which apply instantly. 5.3 An incoming payment will not be credited to your Account if: 5.3.1 the Account has reached the Account Maximum Balance or Account Limits; or 5.3.2 the Account is inactive or blocked or terminated; or 5.3.3 the sender has provided incorrect/invalid Account Details for your Account; or 5.3.4 we suspect the payment to be fraudulent. 5.4 If we are unable to credit your Account for any of the reasons in paragraph 5.3 then the funds may be sent back to the sender without a prior notification to you. 5.5 Your Account will be configured and operated by the Partner Platform. You agree that Modulr and we may take instructions from the Partner Platform regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf. We and Modulr have no liability for actions taken by the Partner Platform. If you disagree with any actions taken by the Partner Platform these should be discussed with the Partner Platform. 5.6 Your Account can make payments out to external bank accounts via Faster Payments and other methods as added and notified to you by the Partner Platform from time to time. 5.7 A Transaction is deemed to be authorised by you, when you or your Account Manager or Partner Platform enters the security information on the Modulr Online Portal to confirm a Transaction is authorised, or when it is instructed via the Modulr API with the relevant security credentials. Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.8 below. 5.8 The following Transactions may be withdrawn: 5.8.1 any Transaction which is agreed to take place on a date later than the date you authorised it, provided that notice is given no later than close of business on the business day before the Transaction was due to take place; and/or 5.8.2 Transactions due to take place on a future date. 5.9 If we refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you or the Partner Platform of the refusal. If possible, we will provide the reasons for the refusal and where it is possible to provide reasons for the refusal and those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal. 5.10 The Available Balance on your Account will not earn any interest. 5.11 You can check the balance and Transaction history of your Account at any time via the interface provided to you by the Partner Platform or by contacting Customer Services, or the Online Portal if you have relevant access details. 5.12 You will be provided with a monthly statement by the Partner Platform or us (using the details we have associated with your Account).
6. THIRD PARTY ACCESS6.1 You can instruct a TPP to access information on your Account or initiate certain Transactions from your Account provided such TPP has identified itself to us and it has acted in accordance with the relevant regulatory requirements. We will treat any instruction from an TPP as if it was from you or an Account Manager. 6.2 We may deny a TPP access to your Account if we are concerned about unauthorised or fraudulent access by that TPP. setting out the reason for such denial. Before doing so, we will tell you that we intend to deny access and give our reasons for doing so, unless it is not reasonably practicable, in which case we will immediately inform you afterwards. In either case, we will tell you in the manner in which we consider most appropriate in the circumstances. We will not tell you if doing so would compromise our security measures or would otherwise be unlawful. 6.3 If you have provided consent to a TPP to access the data in your Account to enable them to provide account information services to you or initiate Transactions on your behalf, you consent to us sharing your information with the TPP as is reasonably required for them to provide their services to you. You must let us know if you withdraw this permission and we recommend you let the TPP know. On notification from you, we will not provide such TPP access to your Account or the data in it.
7. CLOSING YOUR ACCOUNT7.1 You may close your Account by contacting Customer Services. Please refer to your contract with the Partner Platform for any terms relating to your need to maintain your Account. 7.2 The Account will be closed if the Partner Platform instructs us to close your Account (in which case the Partner Platform will inform you of this instruction). 7.3 Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via Faster Payments based on instructions to us from the Partner Platform. If for any reason this is not possible, such Available Balance will remain yours for a period of six years from the date of Account closure. Within this period, you may at any time request a refund by contacting Customer Services. You will not have any access to your Account and we will not return any funds remaining on the Account after six years from the date of Account closure and this Agreement will terminate.
8. YOUR LIABILITY AND AUTHORISATIONS8.1 You are responsible for understanding and complying with the Agreement including these Terms and Conditions. 8.2 We may restrict or refuse to authorise any use of your Account if using your Account is causing or could cause a breach of these Terms and Conditions or if we have reasonable grounds for suspecting that you or a third party has committed or is about to commit a crime or other abuse in connection with your Account. 8.3 You or the Account Manager must not: 8.3.1 allow another person to use security information related to the Account, 8.3.2 write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or 8.3.3 disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others. 8.4 You will be liable for all Transactions that take place as a result of you or the Account Manager acting fraudulently or failing to comply with these Terms and Conditions with intent or gross negligence. Any such Transactions and any fees and charges relating to such Transactions will be deducted from the Available Balance on your Account. 8.5 You will be liable for all Transactions that the Partner Platform or any other Account Manager makes on your behalf as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction. 8.6 You will be liable for all unauthorised Transactions that arise from the use of lost or stolen Account security information such as but not limited to the Online Portal log in details and API security details, if you or the Account Manager fail to keep the security features of the Account safe. 8.7 It is your responsibility to keep us updated of changes to your Information, including e-mail address and mobile numbers. Failure to do so may result in us being unable to contact you regarding your Account or to let you know about changes to these Terms and Conditions. 8.8 If you request to recall a Transaction due to an error or mistake caused other than by Modulr, we reserve the right to charge you (i) a handling fee of £25 per recall and (ii) any fee payable by Modulr to a third-party bank or institution for handling the recall. 8.9 You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including these Terms and Conditions and/or any breach of these Terms and Conditions by you.
9. DISPUTES AND INCORRECT TRANSACTIONS9.1 If you have a reason to believe that a Transaction on your Account was unauthorised or was made incorrectly, you must inform us immediately 9.2.1 subject to 9.2.2 and 9.2.3 we will immediately refund the amount to your Account to the position it would have been in if the unauthorised Transaction had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to reapply the Transaction. 9.2.2 if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate before giving you a refund and we will provide you with our supporting evidence if we believe you are not entitled to the refund. 9.2.3 if the Transaction was initiated through a TPP, it is for the TPP to prove that, the Transaction was authenticated, accurately recorded and not affected by a technical breakdown or other deficiency linked to the TPP’s payment initiation service. 9.3. If an incorrect Transaction is paid into your Account that should not have, we will, where possible, immediately send the funds back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you. If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds. 9.4 You will be liable for all Transactions made from your Account if you have acted Transaction was authenticated, accurately recorded and not affected by a technical breakdown or other deficiency linked to the TPP’s payment initiation service. 9.3. If an incorrect Transaction is paid into your Account that should not have, we will, where possible, immediately send the funds back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you. If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds. 9.4 You will be liable for all Transactions made from your Account if you have acted fraudulently.
10. VARIATION10.1 We may change these Terms and Conditions by providing you with at least two months’ prior notice by e-mail (provided you have supplied us with an up-to-date e-mail address). 10.2 If you do not agree with the changes to the Terms and Conditions, you may at any time within the two months’ notice period notify us and these Terms and Conditions will be terminated and your Account closed. If you do not notify us to the contrary during this period then you will be deemed to have accepted the change and it will apply to you when it comes into force. 10.3 If any part of these Terms and Conditions are inconsistent with any legal requirements then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.
11. TERMINATION OR SUSPENSION11.1 We can terminate your Account at any time if we give you two months’ notice and transfer any Available Balance at the time to your nominated bank account without a charge, or 11.2 We can suspend or terminate your Account at any time with immediate effect (and until your default has been remedied or the Agreement terminated) without any prior 11.2.4 you or the Account Manager have breached these Terms and Conditions. 11.3 In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent the we are permitted by law). that you, the Account Manager or a third party has committed or is about to commit a crime or other abuse (including fraud) in connection with your Account; or 11.2.3 if you have reached your Account Limit; or 11.2.4 you or the Account Manager have breached these Terms and Conditions. 11.3 In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent the we are permitted by law).
12. OUR LIABILITY12.1 Our liability in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations: 12.1.1 we shall not be liable for any circumstances of our default, our liability will be limited to transferring any Available Balance to your nominated bank account. In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to us to us to recover the incorrect deduction, you agree to provide us with all assistance that we reasonably require. 12.3 Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud. 12.4 To the extent permitted by law, all conditions or warranties implied by law, statute statute or otherwise are expressly excluded. 12.5 The above exclusions limitations set out in this paragraph shall apply to any liability our our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, our liability be limited to payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance; 12.1.4 in all other other circumstances of our default, our liability will be limited to transferring any Available Balance to your nominated bank account. 12.2 In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to enable us to recover the incorrect deduction, you agree to provide us with all assistance that we reasonably require. 12.3 Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud. 12.4 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded. 12.5 The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with these Terms and Conditions.
14. COMPLAINTS PROCEDURE14.1 Complaints regarding any element of the service provided by us can be sent to Customer Services. 14.2 All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you. 14.3 In most cases we will provide a full response by email to your complaint within fifteen business days after the date we receive your complaint. In exceptional circumstances where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five days of the date we received your complaint. 14.4 If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.
15. GENERAL15.1 Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time. 15.2 If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect. 15.3 You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. You will remain liable until the Account issued to you is terminated. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms and Conditions. 15.4 Save for Modulr, who acts on our behalf, no third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions and the Contracts (Rights of Third Parties) Act 1999 shall not apply. 15.5 These Terms and Conditions contain the information set out in Schedule 4 of the Payment Service Regulations 2017 and you can obtain a copy of this Agreement at any time by contacting Customer Services. 15.6 These Terms and Conditions are governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales. 15.7 The Financial Services Compensation Scheme is not applicable for this Account. No other compensation schemes exist to cover losses claimed in connection with your Account. As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made from your Account. In the event that we or Modulr become insolvent funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors.